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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No.: 001-37600
NANO DIMENSION LTD.
(Exact name of registrant as specified in its charter)
State of Israel
52-0029109
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
60 Tower Road
Waltham, MA
02451
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (866) 496-1805
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
American Depositary Shares each representing one Ordinary Share par value NIS 5.00 per share (1) Ordinary Shares, par value NIS 5.00 per share (2)
NNDM
The Nasdaq Stock Market LLC
Rights to Purchase American Depositary Shares, each American Depositary Share representing one Ordinary Share, par value NIS 5.00 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of Registrant’s Ordinary Shares outstanding as of August 5, 2026 was 210,839,011.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included or incorporated by reference in this Quarterly Report on Form 10-Q may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
Readers are urged to carefully review and consider the various disclosures made throughout this Quarterly Report on Form 10-Q which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
You should not put undue reliance on any forward-looking statements. Any forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Further information on potential risk factors that could affect our financial results are included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 31, 2026.
i
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
Item 1.
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025
1
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025 (Unaudited)
2
Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited)
4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
35
Item 4.
Controls and Procedures.
PART II
OTHER INFORMATION
Legal Proceedings
36
Item 1A.
Risk Factors
37
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
38
Signatures
39
ii
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data) (Unaudited)
June 30,
December 31,
2026
2025
Assets
Cash and cash equivalents
$
349,108
204,672
Bank deposits
—
168,997
Marketable equity securities
82,990
84,154
Restricted bank deposits
383
123
Trade receivables, net of allowance for doubtful accounts ($950 and $861, respectively)
23,309
26,047
Inventory
28,253
32,878
Other current assets
13,085
8,938
Total current assets
497,128
525,809
805
1,610
Property, plant and equipment, net
19,521
24,840
Operating lease right-of-use assets
19,752
23,789
Deferred tax assets
424
Goodwill
40,388
Intangible assets, net
17,494
19,434
Other assets
1,646
1,930
Total assets
556,770
638,224
Liabilities and Equity
Trade payables
10,137
11,999
Accrued liabilities
18,722
19,514
Deferred revenue
10,398
11,873
Current portion of lease liability
7,216
8,923
Current portion of bank loan
155
158
Total current liabilities
46,628
52,467
Employee benefits
2,607
3,697
Operating lease right-of-use liabilities
19,802
23,323
Bank loan
77
Long-term settlement payable
3,273
2,974
Long-term deferred revenue
2,893
3,617
Total liabilities
75,280
86,236
Commitments and contingencies (Note 12)
Equity:
Share capital of NIS 5 par value each; 500,000,000 ordinary shares authorized; 210,589,406 and 206,811,875 shares outstanding as of June 30, 2026 and December 31, 2025, respectively, and 283,084,053 and 279,306,522 shares issued as of June 30, 2026 and December 31, 2025, respectively.
423,305
417,084
Additional paid-in capital
1,296,049
1,297,323
Treasury stock
(192,507
)
Accumulated other comprehensive income
2,069
1,048
Accumulated loss
(1,047,426
(970,960
Total equity
481,490
551,988
Total liabilities and equity
See Notes to Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share data) (Unaudited)
Three months ended June 30,
Six months ended June 30,
Revenue:
Product
23,981
20,064
46,912
31,743
Service
4,982
5,773
11,776
8,495
Total revenue
28,963
25,837
58,688
40,238
Cost of revenue:
13,186
16,410
27,408
23,491
2,483
2,384
5,859
3,863
Total cost of revenue
15,669
18,794
33,267
27,354
Gross profit
13,294
7,043
25,421
12,884
Operating expenses:
Research and development
5,785
8,114
13,989
14,058
Sales and marketing
8,405
9,907
18,097
15,551
General and administrative
12,912
22,189
28,121
27,856
Restructuring and other
6,764
3,767
9,891
4,947
Desktop Metal litigation
3,246
31,315
Impairment losses
1,456
2,685
Operating loss
(20,572
(41,636
(85,065
(83,528
Gain (loss) on investment in marketable equity securities
7,272
16,287
(1,163
25,013
Other expense, net
(8
(56
Finance income
6,901
14,353
10,413
23,673
Finance expense
(247
(234
(493
(1,913
Loss before income taxes
(6,654
(11,286
(76,316
(36,811
Income tax expense
(150
(76
(99
Net loss from continuing operations
(6,804
(11,362
(76,466
(36,910
Net loss from discontinued operations, net of income tax of nil
(169,761
Net loss
(181,123
(206,671
Less: Net loss attributable to non-controlling interests
(87
(323
Net loss attributable to common shareholders
(181,036
(206,348
Net loss attributable to common shareholders:
Continuing operations - basic and diluted
(0.03
(0.05
(0.37
(0.17
Discontinued operations - basic and diluted
(0.78
Weighted average common shares outstanding, basic and diluted
209,342
217,338
208,671
217,057
Other comprehensive income:
Foreign currency translation adjustment
174
1,085
367
1,678
Remeasurement of pension and post-employment benefit plans, net of tax
654
Comprehensive loss
(5,976
(180,038
(75,445
(204,993
Less: Comprehensive loss attributable to non-controlling interests
(224
Comprehensive loss attributable to common shareholders
(179,939
(204,769
3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands) (Unaudited)
ShareCapital
AdditionalPaid-InCapital
TreasuryStock
AccumulatedOtherComprehensiveIncome (Loss)
AccumulatedDeficit
Total
Non-ControllingInterests
TotalEquity
December 31, 2024
409,145
1,297,348
(167,651
(1,137
(677,665
860,040
715
860,755
(25,312
(236
(25,548
Comprehensive income for the period
581
12
593
Exercise of warrants, options and vesting of RSUs
1,828
(1,828
Share-based compensation expense
(786
March 31, 2025
410,973
1,294,734
(556
(702,977
834,523
491
835,014
1,112
29
1,141
1,793
(1,793
Share-based compensation for pre-combination service
2,054
2,430
Deconsolidation of subsidiaries
26
(433
(407
June 30, 2025
412,766
1,297,425
582
(884,013
659,109
December 31, 2025
(69,662
193
1,885
(1,885
2,925
March 31, 2026
418,969
1,298,363
1,241
(1,040,622
485,444
828
3,121
(3,121
Share issuance as part of legal settlement
1,215
(66
1,149
873
June 30, 2026
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
Cash flow from operating activities
Adjustments:
Depreciation, amortization and non-cash lease interest
5,978
8,282
Changes in fair value of equity securities
1,163
(25,013
Loss from deconsolidation of subsidiaries
1,666
Loss from sale of business assets
1,314
3,798
1,644
Share-based settlement payment
Changes in assets and liabilities:
(Increase) decrease in inventory
(426
3,203
(Increase) in other current assets
(1,237
(772
Decrease (increase) in trade receivables
2,534
(914
Decrease in other payables
(3,308
(7,219
(Decrease) increase in employee benefits
(417
Increase in trade payables
(1,811
6,044
Other
(3,678
(3,367
Net cash used in operating activities
(30,953
(50,594
Cash flow relating to investing activities
Change in bank deposits
168,756
190,466
Purchase of property plant and equipment
(213
(461
Acquisition of subsidiaries, net of cash acquired
(267,806
(476
Proceeds from sale of AME assets
2,000
Net cash provided by (used in) investing activities
170,543
(78,277
Cash flow relating to financing activities
Repayment long-term bank debt
(81
(72
Net cash used in financing activities
Cash flow relating to discontinued operations
(15,733
Net cash used in investing activities
(437
Net cash provided by financing activities
10,009
Net cash used in discontinued operations
(6,161
Increase (decrease) in cash, cash equivalents and restricted cash
139,509
(135,104
Effect of exchange rate fluctuations on cash
4,382
2,856
Cash, cash equivalents and restricted cash at beginning of the period
206,405
318,474
Cash, cash equivalents and restricted cash at end of the period
350,296
186,226
Supplemental disclosures of cash flow information
184,545
Restricted cash in restricted deposits, current
60
Restricted cash in restricted deposits, non-current
1,621
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows
Non-cash operating and investing activity
Lease liabilities arising from obtaining right-of-use assets
119
Non-cash investing and financing activity
Share issuance as part of settlement
Fair value of contingent consideration (earnout) received in connection with sale of business assets
2,933
Acquisition replacement awards for pre-combination service
Supplemental disclosure of cash flow information
Income taxes paid during the year
48
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data) (Unaudited)
Reporting Entity
Nano Dimension Ltd. (the “Company”) is an Israeli resident company incorporated in Israel. Until April 11, 2025, the address of the Company’s principal executive office was 2 Ilan Ramon St., Ness Ziona 7403635, Israel. Effective from that date, the Company’s principal executive office is located at 60 Tower Road, Waltham, Massachusetts, 02451, United States. Unless otherwise indicated, all references to the “Company,” refer to Nano Dimension Ltd. and its subsidiaries, Global Inkjet Systems Ltd. (“GIS”), a United Kingdom corporation, Nano Dimension Technologies Ltd. (“Nano Tech”), an Israeli corporation, Essemtec AG (“Essemtec”) and Nano Dimension Swiss GmbH (“Nano Swiss”), Swiss corporations, Formatec Holding B.V. (“Formatec Holding”) (liquidated in 2025 through bankruptcy), Admatec Europe B.V. (“Admatec”) (liquidated in 2025 through bankruptcy) and Formatec Technical Ceramics B.V. (“Formatec”) (liquidated in 2025 through bankruptcy), Dutch corporations, Nano Dimension USA Inc. (“Nano USA”), a Delaware corporation, Essemtec USA, LLC, a Delaware limited liability company, Nano Dimension GmbH (“Nano Germany”) and Essemtec Deutschland GmbH, German corporations, Nano Dimension Australia Pty Ltd. (“Nano Australia”), an Australian corporation, Nano Dimension (HK) Limited, a Hong Kong corporation, Essemtec France SAS, a French corporation, Nano Dimension NY Ltd., a New York corporation, Nano Dimension Trading (Shenzhen) Ltd., a Chinese corporation, and Markforged Holding Corporation (“Markforged”) and Desktop Metal, Inc. (“Desktop Metal”) (liquidated in 2025 through bankruptcy), Delaware corporations. The Company engages in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations. Since March 2016, the Company’s American Depositary Shares (“ADSs”) have been trading on the Nasdaq Capital Market (“Nasdaq”).
Material events in the reporting period
Conflicts in the Middle East
On February 28, 2026, the U.S. and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in the Middle East has been widespread. As of the date of the filing of this Quarterly Report on Form 10-Q, military activity and hostilities continue to escalate in the Middle East, and the situation throughout the region remains volatile, with the potential for continued escalation into a broader and more sustained regional conflict.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the financial information for the interim periods presented reflects all adjustments, which are of a normal and recurring nature, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Certain reclassifications have been made to prior year presentation to conform to current year presentation.
Fair Value Measurements
(in thousands, except share and per share data)
The Company is required to provide information according to the fair value hierarchy based on the observability of the inputs used in the valuation techniques. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs which are supported by little or no market activity.
Financial instruments consist of cash equivalents, bank deposits, marketable securities, trade receivables, other receivables, trade payables, accrued liabilities, other current liabilities and derivative financial instruments. Derivative financial instruments are stated at fair value on a recurring basis. Cash equivalents, bank deposits, trade receivables, other receivables, trade payables, accrued liabilities and other current liabilities, are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date.
The Company measures investment in marketable equity securities at fair value on the condensed consolidated statements of operations and comprehensive loss.
In connection with the sale of the AME business assets, the Company elected to record the earnout at fair value at inception and will reassess the carrying value at each reporting date based on information reasonably available at that time. The earnout is based on the Company’s estimate of the sales value of inventory and collectability of receivables and as such is categorized as Level 3. There was no change in the fair value of the earnout from the date of sale, April 6, 2026, through June 30, 2026. Subsequent changes in the fair value of the contingent consideration will be recognized in the condensed consolidated statements of operations and comprehensive loss. See Note 8 for additional discussion.
The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:
As of June 30, 2026
Level 1
Level 2
Level 3
Current assets:
Money market funds
514
319,911
Contingent consideration (earnout) received in connection with sale of business assets
Total assets measured at fair value
403,415
406,348
As of December 31, 2025
8,403
339,851
432,408
There were no transfers between fair value levels during 2026 and 2025.
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recorded. The excess of the purchase price over the estimated fair value of net assets of
7
businesses acquired in a business combination is recognized as goodwill. Goodwill is not amortized but is tested for impairment annually at the start of the fourth quarter, or as circumstances indicate that the carrying value of the asset may not be recoverable through future operations.
The Company reviews goodwill for impairment utilizing either a qualitative assessment or a quantitative goodwill impairment test. If we choose to perform a qualitative assessment and we determine that the fair value of the reporting unit more likely than not exceeds the carrying value, no further evaluation is necessary. When we perform the quantitative goodwill impairment test, we determine fair value using accepted valuation techniques, which can include the market and discounted cash flow methods. The fair value of the reporting unit is compared to the carrying value, which includes goodwill. If the fair value of the reporting unit exceeds its carrying value, we do not consider the goodwill impaired. If the carrying value is higher than the fair value, we recognize the difference as an impairment loss, limited to the total amount of goodwill.
A quantitative goodwill impairment testing process requires valuation of the reporting unit. In the market approach, we can reference the Company’s market capitalization as a value indication given the Company’s single operating segment and reporting unit. In the income approach, which is based on a discounted forecasted cash flow including a terminal value, we compute the terminal value using the constant growth method, which values the forecasted cash flows in perpetuity. The assumptions about future cash flows and growth rates are based on the reporting unit's long-term forecast and is subject to review and approval by senior management. A reporting unit's discount rate is a significant assumption and is a risk-adjusted weighted average cost of capital, which we believe approximates the rate from a market participant's perspective. The estimated fair value could be impacted by changes in market conditions and various other assumptions, however we consider the discount rate assumption to be the key assumption. We categorize the fair value determination as Level 3 in the fair value hierarchy due to its use of internal projections and unobservable measurement inputs.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of the revenue recognition accounting standard, the Company performs the following five steps:
On the contract’s inception date, the Company assesses the goods or services promised in the contract with the customer and identifies as a performance obligation any promise to transfer to the customer goods or services (or a bundle of goods or services) that are distinct.
The Company identifies goods or services promised to the customer as being distinct when the customer can benefit from the goods or services on their own or in conjunction with other readily available resources and the Company’s promise to transfer the goods or services to the customer is separately identifiable from other promises in the contract. The Company’s identified performance obligations include printer, ink, maintenance (which is generally provided for a period of up to one year), training and installation. In some cases, the Company recognizes a warranty as a distinct service to the customer and is, therefore, a distinct performance obligation.
Revenue is allocated among performance obligations in a manner that reflects the consideration that the Company expects to be entitled to for the promised goods based on the standalone selling prices (“SSP”) of the goods or services of each performance obligation. If a SSP is not directly observable, the Company allocates the transaction price to the identified performance obligations based on the residual approach, while allocating the estimated SSP for performance obligations relating to maintenance, training and installation services, and the residual is allocated to printers.
8
Revenue allocated to printers, installation and training, and ink and other consumables are recognized when the control is passed in accordance with the contract terms at a point in time. Maintenance revenue is recognized ratably, on a straight-line basis, over the period of the services. Revenue from training and installation is recognized at the time of performance. Revenue from development services is recognized only when the relevant contractual milestone is achieved, and recognition is contingent upon such achievement.
Product revenue is generally recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment or upon delivery based on the contractual shipping terms of a contract. Service revenue is generally recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses." This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on its disclosures in the condensed consolidated financial statements.
In December 2025, the FASB issued ASU-2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities" which establishes authoritative guidance on the accounting for government grants received by business entities. The guidance is effective for annual periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its condensed consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently assessing the impact ASU 2025-11 will have on the Company's interim condensed consolidated financial statements.
The following is a summary of the activity of the Company’s allowance for doubtful accounts:
Beginning balance
939
923
861
811
Provisions
69
288
143
399
Write-offs
(63
Foreign currency adjustment
9
Ending balance
950
1,213
Government authorities
3,136
2,767
Prepaid expenses
5,771
4,363
1,245
1,808
Raw materials
8,986
10,659
Work in progress
4,497
3,803
Finished goods
14,770
18,416
The composition of property, plant and equipment, net is as follows:
Machinery, equipment and vehicles
13,133
24,830
Computer hardware and software
4,188
8,416
Furniture and fixtures
1,038
2,548
Leasehold improvements
13,221
16,839
Buildings
7,102
7,185
75
630
38,757
60,448
Less: Accumulated depreciation
(19,236
(35,608
The change in property, plant, and equipment is primarily due to the sale of the additively manufactured electronics (“AME”) business assets in April 2026 with a net book value of $3.0 million.
The following table represents the change in the carrying value of goodwill for the six months ended June 30, 2026:
Activity
Balance as of December 31, 2025
Impairment of Markforged Goodwill
(40,388
Balance as of June 30, 2026
10
As a result of our ongoing strategic review process, there was an indicator of value for the Markforged FFF product line that was a triggering event for a goodwill impairment review. As a result, the Company conducted a goodwill impairment review and it was determined that the entire Markforged FFF product line goodwill balance was impaired as of March 31, 2026, resulting in a charge of $40.4 million during the six months ended June 30, 2026.
The following table displays intangible assets, net by major class:
Gross
Accumulated Amortization
Net
Technology
13,636
(2,654
10,982
(1,519
12,117
Mutual licensing under settlement agreement
5,320
(274
5,046
(156
5,164
Trademark
1,811
(1,207
604
Customer relationships
1,660
(194
1,466
(111
1,549
Intangible assets
22,427
(4,933
(2,993
The Company recognized amortization expense of intangible assets as follows:
Cost of revenue
568
456
1,146
536
Operating expenses
330
687
761
786
1,833
866
Expected resulting revenue is the basis for the economic pattern used to determine the amortization schedule of technology and customer relationships. Trademark intangible amortization is based on the term in which the Company anticipates using the asset. Amortization related to technology and mutual licensing under a settlement agreement are recorded to cost of revenue on the condensed consolidated statements of operations and comprehensive loss. Amortization related to trademarks and customer relationships are recorded in sales and marketing expense on the condensed consolidated statements of operations and comprehensive loss.
As of June 30, 2026, estimated amortization expense for intangible assets for each of the next five fiscal years and thereafter is expected to be as follows:
For the Years Ended December 31,
Estimated Amortization Expense
2026 (remaining six months)
1,336
2027
2,673
2028
2029
2030
Thereafter
5,466
Total intangible assets, net
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Acquisition and Divestiture of Desktop Metal, Inc. (“Desktop Metal” or “Desktop”)
On April 2, 2025, the Company acquired 100% of the shares and voting interests in Desktop Metal, a U.S. based publicly traded company (NYSE: DM). Desktop Metal designs and manufactures industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding the Company’s customer base and global market presence across key industries. After signing the Merger Agreement on July 2, 2024 (the “Merger Agreement”), the Company and Desktop worked diligently to close the transactions. By late 2024, the sole remaining condition to closing the transactions was approval by the Committee for Foreign Investment in the United States (“CIFIUS”). Desktop instituted a series of legal proceedings against the Company to compel the closing of the transactions. In the months that followed, Desktop incurred significant legal expenses that placed financial strain on its financial resources. After several months, Desktop prevailed in the litigation while reaching insolvency. Immediately following the merger with Desktop (the “Merger”), the Company provided a $12.0 million bridge loan to Desktop but notified Desktop that no further capital would be infused from the Company. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and was immediately deconsolidated by the Company. The results of Desktop Metal from April 2, 2025 through June 30, 2025 as well as impairment charges related to the Desktop Metal assets and the costs associated with the bankruptcy and deconsolidation are included in Net loss from discontinued operations on the condensed consolidated statements of operations and comprehensive loss.
Information related to the historical results of Desktop is not relevant to the Company’s future results as well as any pro forma presentation giving effect to the Merger since the Desktop assets have already been disposed of and were not reflected in the Company’s results for the period between the date of acquisition and the date of approval of the Insolvency Proceeding, in its condensed consolidated statements of operations and comprehensive loss as discontinued operations and in related disclosures.
The Company determined that the Desktop assets would be disposed of through a sale or other process on the acquisition date and pursued a plan to sell or otherwise dispose of the Desktop business throughout the fiscal quarter following the closing of the Merger. The Company also recorded impairment charges related to the Desktop assets and the costs associated with the bankruptcy and deconsolidation of Desktop in discontinued operations on the Company’s condensed consolidated statements of operations and comprehensive loss following the closing of the Merger. The condensed consolidated statements of operations and comprehensive loss include impairment of the Desktop Metal asset group of $139.4 million and loss from operations for the period of acquisition through June 30, 2025 of $30.4 million, which are both included within net loss from discontinued operations of $169.8 million.
The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Desktop Metal employee service rendered prior to the acquisition date was $1.0 million and is recorded in additional paid in capital on the condensed consolidated balance sheet. The fair value of consideration transferred is as follows:
Cash consideration
179,380
Fair value of equity awards allocated to pre-acquisition period
957
Total acquisition consideration
180,337
The purchase price allocation for Desktop Metal was as follows:
April 2, 2025
9,089
Restricted cash
1,110
Trade receivables
16,450
7,910
73,460
Property, plant and equipment
24,560
139,400
Right-of-use assets
21,340
(12,880
Other current liabilities
(74,870
Long-term lease liabilities
(21,340
Other liabilities
(3,892
Total purchase price allocation
The Company incurred acquisition-related costs of $11.9 million, of which $8.1 million was incurred in 2025 and $3.8 million in 2024. These costs consist primarily of legal and accounting fees and have been included in general and administrative costs within the condensed consolidated statements of operations and comprehensive loss.
Acquisition of Markforged Holding Corporation (“Markforged”)
On April 25, 2025, the Company acquired 100% of the shares and voting interests in Markforged, a U.S. based publicly traded company (NYSE: MKFG). Markforged designs, produces and markets cloud-based software products (including its software enabled platform the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor. The acquisition of Markforged would enable the Company to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. On May 27, 2026, the Company announced that it has entered into a definitive agreement to sell MarkForged to Stratasys Ltd. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.
The acquisition was funded through available cash. The portion of the fair-value-based measure of the replacement awards attributable to Markforged employee service rendered prior to the acquisition date was $1.1 million and is recorded in additional paid in capital on the condensed consolidated balance sheet. The fair value of consideration transferred is as follows:
115,080
1,096
116,176
The purchase price allocation for Markforged was as follows:
13
April 25, 2025
17,555
14,819
3,558
33,855
14,336
27,417
Definite-lived intangible assets
2,446
Accounts payable and accrued expenses
(14,040
Lease liability
(28,190
(12,170
Deferred tax liabilities
(7,030
The goodwill resulting from this transaction is primarily attributable to the potential growth and expected synergies from combining operations and is not deductible for tax purposes.
The definite-lived intangible assets acquired for Markforged were as follows:
Definite-Lived Intangible Assets
Weighted Average Amortization Life (in years)
Developed technology
23
Total definite-lived intangible assets
The Company incurred acquisition-related costs of $3.8 million, of which $2.2 million was incurred in 2025 and $1.6 million in 2024. These costs consist primarily of legal and accounting fees and have been included in general and administrative costs within the condensed consolidated statements of operations and comprehensive loss.
The following selected unaudited pro forma consolidated results of operations are presented as if the Markforged acquisition had occurred as of the beginning of the period immediately preceding the period of acquisition.
Three months ended
Six months ended
Revenue
28,712
59,970
(199,733
(245,303
Net loss per share - basic and diluted
(0.92
(1.13
These unaudited pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisition occurred on the date indicated or that may result in the future. No effect has been given for synergies, if any, that may be realized through the acquisition.
Divestitures
14
On April 6, 2026, the AME product line and previously discontinued Fabrica product line were divested. The total consideration payable to the Company in connection with the transaction is up to $12.5 million, consisting of a $2.0 million cash payment, and up to $10.5 million of deferred payments tied to the future performance of the product lines over the next twelve months. The deferred consideration consists of up to $4.0 million (AME, 50% of net cash proceeds) and up to $6.5 million (Fabrica, 50% of net cash proceeds), each measured over a 12-month Earn-Out period. The deferred consideration (the “Earn-Out”) is contingent on the purchaser selling the transferred assets over a 12-month period following closing. The Company receives 50% of net cash proceeds actually collected or invoiced and collected within six months thereafter from the transferred AME inventory, capped at $4.0 million. The Company also receives 50% of net cash proceeds from Fabrica inventory, capped at $6.5 million. The final amount, in each case, is net of returns, credits, shipping, duties, and third-party commissions. The Earn-Out was recognized at its estimated fair value at the disposal date of $2.1 million for AME and $0.8 million for Fabrica, or $2.9 million in total, within Other current assets. There was no change in fair value as of June 30, 2026. The loss on sale of AME assets of $1.3 million was recorded to Restructuring and other during the three and six months ended June 30, 2026.
During 2025, we discontinued a number of product lines, including, Fabrica, Admatec, Formatec, Formatec Holdings, DeepCube, and the AME online community platform (J.A.M.E.S.). The Company implemented a complete cost reduction program for the DeepCube and Nano Fabrica product lines. In April 2025, Admatec, Formatec, and Formatec Holdings were declared bankrupt. Additionally, in April 2025, J.A.M.E.S. ceased operations.
Loss on deconsolidation of subsidiaries represents the difference between proceeds received upon disposition and the book value of a subsidiary which has been divested and was excluded from treatment as a discontinued operation. Also included in loss on disposal of subsidiaries is recognition of the cumulative translation adjustment out of accumulated other comprehensive loss. The loss on deconsolidation of subsidiaries was $1.8 million related to Admatec and Formatec and a gain of $0.1 million related to J.A.M.E.S. recorded to Restructuring and other during the three and six months ended June 30, 2025.
Employees and related liabilities
6,717
7,589
Professional services
3,117
2,209
2,075
2,870
Contingencies
1,276
2,123
Current portion of settlement payable
3,537
2,723
15
Share capital activity was as follows (in thousands of shares of NIS 5 par value per share):
Ordinary shares
Shares outstanding as of January 1
206,812
215,777
Exercise of share options and vesting of RSUs during the period
3,073
2,585
704
Shares outstanding as of June 30
210,589
218,362
Rights Plan
In January 2024, the Company entered into a rights agreement, or the Original Rights Plan. The Original Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Original Rights Plan expired on January 25, 2025.
In February 2026, the Company entered into a rights agreement, or the Rights Plan. The Rights Plan was designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over the Company. The Rights Plan will expire on February 1, 2027.
Stock Options, RSUs and Warrants
The Company has in effect the Employee Stock Option Plan (2015) (the “2015 Plan”).
The 2015 Plan was adopted by Company’s board of directors in February 2015, and expired in February 2026. On December 4, 2025, the shareholders of the Company approved a resolution to extend the 2015 Plan by an additional one-year period ending in February 2027. The Company’s employees, directors, officers, consultants, advisors, and suppliers are eligible to participate in this plan.
On March 13, 2019, the Company’s board of directors adopted an appendix to the 2015 Plan for U.S. residents. Under this appendix, the 2015 Plan provides for the granting of options to U.S. residents in compliance with the U.S. Internal Revenue Code of 1986, as amended.
Of these outstanding awards, as of June 30, 2026, 290,834 options to purchase ordinary shares were vested and exercisable.
Stock options
The share options vest over a period of four years. The share options will be exercisable, in consideration of an exercise price, until the earlier of (a) the anniversary of the vesting date of such options, or (b) 90 days from the end of employment date.
A summary of the Company’s stock option activity and related information is as follows:
Numberof options
Weightedaverageexercise price
Weightedaverageintrinsic value
Outstanding on December 31, 2025
298,334
3.57
0.02
Granted
Exercised
Forfeited and expired
Outstanding on June 30, 2026
Exercisable as of June 30, 2026
290,834
3.59
16
The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 were none and $0.3 million million, respectively.
The weighted average remaining contractual life of the outstanding options is 2.1 years as of June 30, 2026.
Restricted stock units (“RSU”)
A summary of the Company’s RSU activity is as follows:
Weighted
average
Number of Units
grant price
6,222,034
1.86
1,242,256
1.57
Vested
(3,073,306
1.88
Forfeited
(977,980
2.08
3,413,004
1.71
The weighted average fair values at grant date of RSUs granted for the six months ended June 30, 2026 and 2025 were $1.57 and $1.65 per share, respectively.
The total fair value of shares vested during the six months ended June 30, 2026 and 2025 was $4.5 million and $4.4 million, respectively.
As of June 30, 2026, the Company had approximately $4.8 million of unrecognized compensation expense related to non-vested stock options and non-vested RSUs, expected to be recognized over a weighted average period of 1.4 years.
Warrants
A summary of the Company’s warrants activity and related information is as follows:
remaining
contractual
exercise
life (in
price
years)
29,242,103
5.96
1.60
Expired
Outstanding and exercisable as of June 30, 2026
As of June 30, 2026, the outstanding warrants include 27,742,103 Series B warrants issued to Stern YOI Ltd. Partnership in August 2020 to purchase Ordinary Shares at an exercise price of $6.16 per ADS and expiring in August 2027. Stern YOI Ltd. Partnership is a Nevada limited partnership. Mr. Yoav Stern, former Chief Executive Officer of Nano Dimension Ltd., is a managing member of Stern YOI Ltd. Partnership. In September 2020, the Company issued 1,500,000 warrants to purchase 1,500,000 ADSs to the Company’s former director, Mr. Yaron Eitan, in consideration of $150,000. The warrants have an exercise price of $2.25 per ADS and will expire in September 2027.
17
Stock-Based Compensation
Stock-based compensation expense related to stock options and RSUs is included in the condensed consolidated statements of operations and comprehensive loss as follows:
Six Months Ended June 30,
105
80
263
326
Research and development expenses
(46
644
432
713
Sales and marketing expenses
225
319
548
General and administrative expenses
695
1,480
2,784
57
2,429
The Company has one operating and reportable segment, which generates revenue via industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science.
Revenue per geographical location is as follows:
Americas
10,267
10,991
22,523
15,747
APAC
7,300
3,199
11,995
4,689
EMEA
11,396
11,647
24,170
The following table disaggregates the Company's revenue by the timing of transfer of products or services:
Services transferred over time
3,402
3,625
5,012
Goods transferred at a point in time
25,561
22,212
50,193
35,226
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. The Company has a right to bill when products are shipped, which is often the point in time revenue is recognized. As a result, the Company will have accounts receivable for billings and also deferred revenue for the portion of billings in advance of service in its hardware maintenance agreements.
For the three and six months ended June 30, 2026, the Company recognized $2.4 million and $6.1 million from the deferred revenue account balance as of December 31, 2025, respectively. For the three and six months ended June 30, 2025, the Company recognized $0.6 million and $1.6 million from the deferred revenue account balance as of December 31, 2024, respectively. During the second quarter of 2026, $1.2 million of deferred revenue was written off related to the AME asset sale.
18
Deferred revenue is expected to be recognized when the Company provides hardware maintenance services or contractual performance obligations for which the customer has already provided payment with $8.3 million expected to be recognized in the remainder of 2026, $3.2 million expected to be recognized in 2027, $1.3 million expected to be recognized in 2028, and $0.5 million thereafter.
Note 12 – Commitments and contingencies
From time to time, the Company may become a party to various litigation matters incidental to the conduct of its business. Except as disclosed below, the Company is not presently party to any legal proceedings the resolution of which the Company believes would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.
On September 20, 2024, Markforged entered into a settlement agreement with Continuous Composites Inc. (“Continuous Composites”) related to previous litigation (the “Settlement Agreement”) to resolve all claims and counterclaims. Under the terms of the Settlement Agreement, Markforged made an initial upfront payment of $18 million to Continuous Composites on October 10, 2024, and a payment of $1 million in December 2025. Markforged is required to make two additional installment payments thereafter of $2 million and $4 million in the fourth quarters of fiscal years 2026 and 2027, respectively. In consideration of such payments, the Settlement Agreement provided for the dismissal of all claims with prejudice, cross-licenses of the parties’ respective patent portfolios, a mutual release of claims for liabilities arising prior to the effective date of the Settlement Agreement and mutual covenants not to sue. The incremental amount due under the Settlement Agreement compared to the original verdict is determined to be representative of the amount attributable to the licensing of the patent rights contemplated under the Settlement Agreement and was recognized as an intangible asset of $5.5 million, after discount using a rate of 12%. The intangible asset will be amortized to cost of revenue over the 23 year life of the patents. Total amortization expense of $0.1 million was recognized from during the three and six months ended June 30, 2026 and 2025, and included in cost of revenue. The remaining future payments of $6.0 million under the Settlement Agreement as of June 30, 2026 are secured by a Security Agreement by and between Markforged and Continuous Composites (the “Security Agreement”). The Company has recorded a settlement payable on the condensed consolidated balance sheet of approximately $5.0 million, of which $2.0 million is a current liability. The settlement payable will accrete $1.0 million over the remaining payment term recognized as interest expense. Interest expense related to settlement payable was $0.2 million and $0.3 million for the three and six months ended June 30, 2026, respectively, and $0.2 million for the three and six months ended June 30, 2025.
On July 8, 2025, Quinn Emanuel Urquhart & Sullivan, LLP (“Quinn”) filed a lawsuit against Nano Dimension Ltd. and Ofir Baharav (“Defendants”). Quinn alleges that Defendants tortiously interfered with Quinn’s contract with Desktop Metal, and prevented Desktop Metal from paying Quinn approximately $30.0 million. Quinn also asserts that Defendants are liable pursuant to an alleged attorney’s lien and engaged in unfair and deceptive practices, in violation of Massachusetts law. The case is pending in the Business Litigation Session of the Suffolk Superior Court in Massachusetts. Defendants moved to dismiss. That motion was fully briefed in February 2026, argued on March 16, 2026, and remains pending.
During the third quarter of 2025, certain former employees or vendors of the Company or its subsidiaries filed lawsuits alleging that the Company is in breach of certain agreements and are entitled to certain compensation and other benefits. These matters settled during the second quarter of 2026 with payment of $2.3 million that was previously accrued.
During the fourth quarter of 2025, Markforged processed a $1.4 million payment to an account believed to be controlled by one of our vendors, however it was subsequently discovered that this account was not owned by the vendor. The Company suspects that a threat actor gained access to a valid email account of the vendor and used this account to fraudulently change payment instructions. The Company has notified its insurance carrier and engaged breach counsel as well as a forensics partner to help with the investigation. Pending conclusion of the investigation, approximately $1.3 million is accrued at June 30, 2026 as the estimated amount of probable loss which is included as part of general and administrative operating expenses.
During the second quarter of June 2026, plaintiff Stephen Sorensen, the trustee for the Desktop Liquidation Trust, which is an entity created as part of Desktop’s liquidation to file lawsuits and marshal assets for distribution to Desktop’s creditors (the “Trustee”) filed an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, against the Company, Markforged, and Desktop Metal’s former leadership (the “Director Defendants”), alleging that (a) the Director Defendants breached fiduciary duties owed to Desktop by failing to include a provision in the Desktop Merger Agreement requiring Nano to repurchase more than $115.0 million of Desktop’s notes (the “Notes”) that came due as a result of the Merger, (b) in the alternative, the Merger Agreement included an unwritten implied promise by Nano to repurchase the Notes for $115.0 million plus
19
interest, and (c) that Markforged misappropriated certain trade secrets concerning 3D printing titanium from Desktop at Nano’s direction after Nano acquired both entities in April 2025. The Company and Markforged intend to vigorously defend this lawsuit.
The Company’s effective tax rate was 2.25% and 0.67% for the three months ended June 30, 2026 and 2025, respectively, and 0.20% and 0.27% for the six months ended June 30, 2026 and 2025, respectively. The reconciliation between the Israel statutory federal income tax rate of 23% and the effective tax rate primarily reflects pre-tax losses incurred in domestic and foreign jurisdictions for which no tax benefit was recognized due to a valuation allowance recorded against the majority of deferred tax assets. The Company maintained a valuation allowance against its deferred tax assets as of both June 30, 2026 and December 31, 2025.
Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer.
The CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis using adjusted EBITDA.
Adjusted EBITDA is a non-GAAP measure defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and contingencies and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above, should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.
20
There is not any revenue, expense, or asset information, that is supplemental to those disclosed in these condensed consolidated financial statements or below, that are regularly provided to the CODM for evaluation of the single operating segment. The adjusted EBITDA reconciliations for the three and six months ended June 30, 2026 and 2025 are as follows:
For the Three Months Ended June 30,
Operating Segment
(1,947
(15,870
150
76
Depreciation and amortization
1,634
1,870
Interest income and expense, net
231
184
EBITDA income (loss) from continuing operations
68
(13,740
Exchange rate differences
(6,461
(6,842
483
1,453
Restructuring costs and other
Acquisition inventory step-up amortization
3,849
Segment adjusted EBITDA (loss) from continuing operations
(4,596
(12,158
Reconciliation of segment adjusted EBITDA (loss):
Operating segment adjusted EBITDA (loss) from continuing operations
Corporate reconciling items:
Net (loss) income from continuing operations(1)
(4,857
4,508
70
66
(3,814
(5,944
Finance income from revaluation of assets and liabilities
(7,272
(16,266
3,363
(1,521
390
977
Desktop Metal litigation related expenses
Desktop Metal and Markforged transaction related expenses
58
8,305
5,450
2,101
Litigation settlements and contingencies
1,616
Adjusted EBITDA (loss) from continuing operations
(9,592
(16,686
(1) Net loss from continuing operations in corporate adjustments relate to those costs incurred at the parent company level, such as financing gains and losses, gains and losses on marketable securities, and corporate overhead costs inclusive of public company costs, legal, corporate headcount, and real estate related costs.
21
(55,406
(26,870
99
3,995
2,383
442
EBITDA (loss) from continuing operations
(50,819
(24,204
(6,667
(6,603
1,400
2,158
616
(13,769
(20,449
Net loss from continuing operations(1)
(21,060
(10,040
141
127
(7,456
(15,253
Finance expenses (income) from revaluation of assets and liabilities
1,162
(24,992
3,709
(121
2,398
(514
614
9,820
8,577
3,281
Litigation, settlements, and contingencies
3,567
(22,116
(26,826
22
The Company computes basic net loss per share using net loss attributable to the Company’s common shareholders and the weighted-average number of common shares outstanding during each period. Diluted earnings per share include shares issuable upon exercise of outstanding stock options and stock-based awards where the conversion of such instruments would be dilutive. The Company does this through the treasury stock method. The calculations presented below represent the basic and diluted net loss per share for all classes of securities.
Numerator:
Net loss from discontinued operations
Denominator:
Weighted-average shares outstanding - Basic
Add: Weighted average unvested options and warrants outstanding
Add: Dilutive effect of restricted units issued
Weighted-average shares outstanding - Diluted
Net loss per common share:
Basic and Diluted
Continuing operations attributable to common shareholders
Discontinued operations
(0.83
(0.95
For the three and six months ended June 30, 2026 and 2025, the Company was in a net loss position, thus the effect of potentially dilutive securities was excluded from the denominator for the calculation of diluted net loss per share because the inclusion of such securities would be antidilutive. The following dilutive securities are excluded from the denominator:
For the three months ended June 30,
For the six months ended June 30,
Unvested or unexercised option awards
1,834,266
1,915,296
Unvested RSUs
4,722,348
10,868,541
4,817,519
11,873,447
33,680,126
34,248,876
34,262,785
46,382,933
34,357,956
48,037,619
Lease Amendment
On July 15, 2026, the Company entered into an agreement to terminate the lease for its current corporate headquarters, effective December 31, 2026, in exchange for a one-time payment of $13.0 million paid when entering in to the agreement.
Departure of Directors and Officers; Election of Directors
On July 17, 2026, Nano Dimension Ltd. (the “Company”) entered into a Settlement Agreement (the “Agreement”) by and among the Company, members of the Company’s Board of Directors (the “Board”), and Murchinson Ltd. and its affiliated entities and persons (collectively, “Murchinson”).
Pursuant to the terms of the Agreement, (i) each of Robert Pons, David Stehlin, Dr. Joshua Rosensweig, and Andrew Sriubas (the “Departing Directors”) resigned from the Board and all positions with the Company and its subsidiaries, effective immediately
following execution of the Agreement, (ii) the Company appointed each of Pinchos (Paul) Fruchthandler, Moshe Rozenbaum and Eliezer Eli Tarlow (the “New Directors”) to serve as a member of the Board as a Class I, Class II and Class III director, respectively, with an initial term expiring at the Company’s 2026 annual general meeting of shareholders to fill the vacancies resulting from the resignations of the Departing Directors, and (iii) Murchinson irrevocably withdrew its demand, dated May 21, 2026, that the Company call an extraordinary general meeting of shareholders (the “EGM”) to vote on various proposals submitted by Murchinson, enabling the Company to cancel the EGM previously scheduled to be held on July 31, 2026, which has been cancelled. In addition, parties to the Agreement also agreed to certain litigation-related provisions, including a mutual release of certain claims and a covenant not to initiate or pursue certain legal proceedings, as well as certain non-disparagement provisions.
Appointment of Interim Chief Executive Officer
On July 21, 2026, Mr. Rozenbaum was appointed as the Interim Chief Executive Officer of the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements based upon current expectations of management that involve risks and uncertainties. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K filed with the SEC on March 31, 2026, particularly in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections.
Overview
We engage in industrial manufacturing solutions of multi-disciplinary technology - combining hardware, software, and materials science. These solutions are used for design-to-manufacturing of electronics and mechanical parts by advanced industrial customers in aerospace, defense, automotive, electronics, medical, research and academia, as well as government organizations.
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $58.7 million and $40.2 million for the six months ended June 30, 2026 and 2025, respectively, and incurred net losses of $76.5 million, inclusive of $40.4 million of goodwill impairment, and $36.9 million, respectively, for those same periods. As of June 30, 2026, we had an accumulated loss of $1,047.3 million and cash, cash equivalents, bank deposits and marketable securities of $432.1 million. We expect to continue to incur operating losses over the next twelve months while we continue to evaluate our business operations for opportunities to improve performance.
Impact of Macroeconomic Trends
Recent negative macroeconomic factors, such as tariffs, inflation, interest rates, geopolitical instability and limited credit availability have and could further cause economic uncertainty and volatility, which could harm our business, result in price pressure or budget constraints.
Key Factors Affecting Operating Results
We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the factors discussed below. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.
Hardware sales
Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our hardware. Management focuses on hardware sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and software and subscription services. We expect our hardware sales to grow in the future as we increase penetration in our existing markets and expand into new markets.
Go to market
We believe that we are in a strong position within the industry with our accessible solutions that offer users design flexibility and industrial strength parts. Accordingly, we continue to invest in marketing, sales, and operations necessary to scale our business and continue to gain market share and open new market opportunities. We have proven an ability to design, manufacture, and distribute products through channels that provide a high value to customers at gross margins higher than many of our competitors. In addition to our go to market strategy, our integrated platform of hardware, software and consumables has been core to our success and we will continue to drive value through research and development as we introduce smarter and more adaptive technology that is expected to improve our integrated platform and, ultimately, the value provided by our 3D printers. We believe these investments are critical to achieve long-term scalability, but expect the near term impacts will be a muting of our short term profitability.
Seasonality
Our business is generally not subject to seasonality. However, we have historically experienced higher hardware sales in the third and fourth quarters. We believe this trend is likely driven by available funds in federal capital budgets at the end of the third quarter and commercial budgets at year end which they direct towards the evolution of their manufacturing processes through investments in additive manufacturing.
Components of Results of Operations
The majority of our revenue results from the sale of hardware, including our additive manufacturing products, and related consumables. We deliver products and services primarily through a combination of value-added resellers ("VAR") network, who purchase and resell our products to end users, direct sales, and channel partners. Hardware and consumables revenue is recognized upon transfer of control to the customer and generally takes place at the point of shipment. We also generate a portion of our revenue from services, software, and subscriptions. Revenue related to software and subscriptions is recognized ratably over the term of the subscription. Our VARs may provide installation services, as needed depending on the product.
Our cost of revenue consists of the cost of product, maintenance services, personnel costs, third party logistics, freight, warranty fulfillment costs, and overhead.
Cost of products includes the manufacturing cost of our additive manufacturing products and consumables. We utilize a combination of third-party manufacturers for production of our additive manufacturing hardware and our own manufacturing facilities and personnel. The costs of revenue for internally manufactured products include the cost of raw materials, labor conversion costs, and overhead related to our manufacturing operations, including depreciation and amortization. Overhead costs include shipping, storage, and labor. Cost of services includes personnel-related costs associated with our customer success teams’ provision of remote and on-site support services to our customers and the costs of replacement parts, as well as software costs. Our cost of revenue also includes indirect costs of providing our products and services to customers which consist primarily of reserves for excess and obsolete inventory and share-based compensation expenses.
Gross profit and gross margin
Our gross profit is calculated based on the difference between our revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by our revenue. Our gross profit and gross margin are, or may be, influenced by a number of factors, including:
We expect our gross margins to fluctuate over time, depending on the factors described above.
Our research and development expenses consist of payroll and related expenses, share-based compensation expenses, depreciation, subcontractors expenses, materials for R&D use, rental fees and maintenance, patent registration fees and other related research and development expenses.
Sales and marketing expenses consist of payroll and related expenses, marketing and advertising services, travel expenses, depreciation, share-based compensation expenses, facilities costs, and other demand generation services.
General and administrative expenses consist of payroll and related expenses for our executive leadership and finance, human resources and IT departments, professional services, share-based compensation expenses, legal fees, transaction costs, depreciation, travel expenses, office expenses, facilities costs as well as other general and administrative expenses.
Restructuring costs are costs incurred related to cost savings initiatives and the Strategic Alternative Review announced on September 9, 2025, including losses from the deconsolidation of subsidiaries, or sale of business assets, that do not meet the definition of discontinued operations.
Desktop Metal litigation expenses include the costs incurred by the Company related to litigation brought against the Company by Desktop Metal prior to the acquisition. On December 16, 2024, Desktop filed a lawsuit against the Company in the Delaware Court of Chancery alleging that we failed to use our reasonable best efforts to obtain regulatory approval in connection with the Merger Agreement entered into on July 2, 2024, or Merger Agreement. We brought counterclaims against Desktop in connection with its obligations under the Merger Agreement, including its obligations to operate its business in the ordinary course and not to experience a bankruptcy. On December 31, 2024, Desktop filed an additional lawsuit in the Delaware Court of Chancery seeking to enjoin the Company and Markforged from consummating the acquisition of Markforged before we consummated the merger with Desktop. In that lawsuit, Desktop alleged that if the acquisition of Markforged were to be consummated before the merger with Desktop, it would violate the terms of the Merger Agreement. The court consolidated the Markforged action with Desktop’s initial suit. These claims proceeded through discovery and to trial in the Delaware Court of Chancery, which trial took place on March 11-12, 2025. On March 24, 2025, the Delaware Court of Chancery ruled in Desktop’s favor and ordered the Company to proceed to close the Desktop transaction. On April 2, 2025, the parties finalized the transaction and filed a stipulation of dismissal in the Delaware Court of Chancery.
Consists of impairment expenses related to the impairment of goodwill, right-of-use assets, disposal of property, plant, and equipment, and intangible assets.
Consists of the revaluation of our investment in Stratasys, which is measured at fair value.
Finance income includes bank interest earned on deposits, exchange rate differences, revaluation of financial assets and liabilities through profit and loss.
Finance expense exchange rate differences, revaluation of financial assets and liabilities through profit and loss, revaluation of government grant liabilities, and interest related to the Continuous Composites settlement that will accrete $1.8 million of interest over the payment term.
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We have historically recorded an immaterial income tax expense each year since our inception due to ongoing operating losses.
Fiscal Year 2025 Acquisitions and Subsequent Bankruptcy
On April 2, 2025, we acquired Desktop Metal, a provider of industrial-grade 3D printers, materials, and software. The acquisition of Desktop Metal was expected to generate operational synergies, while expanding our customer base and global market presence across key industries. On July 28, 2025, Desktop Metal filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code and all income producing assets were sold in the third quarter of 2025. The purchase price of Desktop Metal was $180.3 million. The acquisition was funded through available cash.
The condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 includes impairment of the asset group of $139.4 million and loss from operations for the period of acquisition through June 30, 2025 of $30.4 million, which are both included within net loss from discontinued operations.
On April 25, 2025, we acquired Markforged, a provider of cloud-based software products (including its software enabled platform, the Digital Forge) and hardware products, including precise and reliable 3D printers, proprietary metal and composite materials to bring industrial production to the point of need on the factory floor. Taking control of Markforged was expected to enable us to access Markforged’s additive manufacturing technology, facilitating a broader, more integrated product portfolio. The purchase price of Markforged was $116.2 million. The acquisition was funded through available cash. On May 27, 2026, we announced that we have entered into a definitive agreement to sell MarkForged to Stratasys Ltd. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.
Critical Accounting Policies and Estimates
A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results of operations and requires management’s subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to our critical accounting policies since December 31, 2025. For a description of our critical accounting policies that affect our significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to Note 2, “Summary of Significant Accounting Policies” included in Part II, Item 8, “Financial Statements and Supplementary Data” to the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recent accounting pronouncements
Refer to Note 2 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for the recent accounting pronouncements that we have adopted and have not yet adopted.
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Results of Operations
Comparison of the three months ended June 30, 2026 and 2025
Revenue and Net Loss
The following table presents consolidated revenue and net loss:
Three months endedJune 30,
(in thousands, except percentages)
$ change
% change
3,917
%
(791
(14
)%
3,126
(3,224
(20
(3,125
(17
6,251
89
(2,329
(29
(1,502
(15
(9,277
(42
2,997
(3,246
(100
(1,456
Total operating loss
21,064
(51
Gain on investment in marketable equity securities
(9,015
(55
(86
(7,452
(52
(13
4,632
(41
(74
97
4,558
(40
169,761
174,319
(96
87
174,232
Total revenue increased $3.1 million due to Surface Mount Technology ("SMT") product line revenue increasing $6.5 million. During the three months ended June 30, 2025, demand was negatively impacted by tariff uncertainty. The increase in revenue was partially offset by a decrease in revenue due to the sale of the product line of AME, of $1.1 million, and a decrease in FFF product line revenue of $2.0 million.
Cost of revenue decreased $3.1 million, of which, $3.8 million is the decrease in inventory step-up amortization and intangible asset amortization from purchase accounting. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.
Research and development expense decreased $2.3 million, primarily due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
Sales and marketing expense decreased $1.5 million largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
General and administrative expense decreased $9.3 million primarily due the second quarter of 2025 including $8.3 million of Markforged and Desktop Metal transaction costs. The remaining change is due to a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies and divestments.
Restructuring and other expense increased $3.0 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. Offsetting the increase in related fees, the loss from sale of business assets was $1.3 million in the second quarter of 2026 versus $1.7 million from the loss of deconsolidation of subsidiaries in the second quarter of 2025.
We incurred $3.2 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the three months ended June 30, 2025 that did not recur in the three months ended June 30, 2026.
The impairment loss in the second quarter of 2025 related to the right-of-use asset impairment of Nano's previous Massachusetts office.
Gain on Investment in Marketable Equity Securities
Gain on investment in marketable equity securities for the three months ended June 30, 2026 decreased $9.0 million compared to the three months ended June 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SYSS) over both periods.
Finance Income and Expense
We recognized net financial income of $6.7 million for the three months ended June 30, 2026 compared to $14.1 million for the three months ended June 30, 2025 a decrease of $7.4 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.
Net Loss from Discontinued Operations
We incurred a loss from discontinued operations of $169.8 million for the three months ended June 30, 2025. This is due to the full impairment of the Desktop Metal asset group of $139.4 million and loss from discontinued operations during the three months ended June 30, 2025 of $30.4 million.
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Comparison of the six months ended June 30, 2026 and 2025
(in thousands of U.S. dollars, except percentages)
Product revenue
15,169
Service revenue
18,450
46
1,996
52
5,913
Gross Profit
12,537
(69
(0
2,546
265
4,944
100
(31,315
37,703
1404
(1,537
(Loss) gain on investment in marketable equity securities
(26,176
(105
(13,260
1,420
(39,505
107
(39,556
130,205
323
129,882
Total revenue increased $18.6 million, of which $15.1 million was attributable to the inclusion of two quarters of Markforged versus one in 2025. During the six months ended June 30, 2025, demand was negatively impacted by tariff uncertainty. This increase in revenue was partially offset by a decrease due to the sale of the product line of AME of $1.1 million.
Cost of revenue increased $5.9 million, of which $10.5 million was attributable to the acquisition of Markforged. Cost savings initiatives continue to positively impact margins across the product lines, partially offsetting these factors is the increase in cost of revenue due to increased sales volume.
Research and development expense decreased $0.3 million due to lower payroll costs due to lower headcount from organizational synergies and divestments.
Sales and marketing expense increased $2.7 million due primarily to the acquisition of Markforged which added $6.8 million, partially offset by a decrease in legacy payroll and related expenses, largely associated with lower payroll costs due to lower headcount from organizational synergies.
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General and administrative expense increased $0.4 million. Stock based compensation expense increased $2.7 million due to one-time grants to our directors in the first quarter of 2026 contrasted with the reversal of expense in the first quarter of 2025 due to executive turnover. The increases in expense were largely offset by lower payroll costs due to lower headcount from organizational synergies and divestments.
Restructuring and other expense increased $4.9 million due to the ongoing strategic alternative review announced on September 9, 2025. These costs include professional service fees from our banking partners, legal services, and other related costs. Offsetting the increase in related fees, the sale of business assets was $1.3 million in the second quarter of 2026 versus $1.7 million for the loss from deconsolidation of subsidiaries in the second quarter of 2025.
We incurred $31.3 million of litigation expense associated with the 2025 Desktop Metal acquisition litigation during the six months ended June 30, 2025 that did not recur in the six months ended June 30, 2026.
Impairment losses increased $37.7 million in 2026 due to impairment of the Markforged FFF product line goodwill balance of $40.4 million. The impairment loss in 2025 consisted of property, plant, and equipment related to the discontinuation of product lines, primarily Admatec, and right-of-use asset impairment of Nano's previous Massachusetts office.
(Loss) Gain on Investment in Marketable Equity Securities
Loss on investment in marketable equity securities for the six months ended June 30, 2026 was a loss of $1.2 million compared to a gain of $25.0 million for the six months ended June 30, 2025. These changes are consistent with the change in share price of Stratasys Ltd. (SYSS) over both periods.
We recognized net financial income of $9.9 million for the six months ended June 30, 2026 compared to $21.8 million for the six months ended June 30, 2025, a decrease of $11.8 million. The decrease is primarily attributed to a decrease in bank interest due to lower cash balances and interest rates.
We incurred a loss from discontinued operations of $169.8 million for the six months ended June 30, 2025. This was due to the full impairment of the Desktop Metal asset group of $139.4 million and loss from discontinued operations during the six months ended June 30, 2025 of $30.4 million.
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Liquidity and Capital Resources
Since our inception through June 30, 2026, we have funded our operations principally with $1.6 billion from issuance of Ordinary Shares, warrants and convertible notes. As of June 30, 2026, we held $349.1 million in cash and cash equivalents.
Our material cash requirements from known contractual and other obligations relate to minimum operating lease obligations, including the $13.0 million cash payment to exit the headquarters lease paid in the third quarter of 2026. We are also subject to ongoing payment obligations. For example, pursuant to the Settlement Agreement, we will be required to make installment payments thereafter of $2.0 million and $4.0 million in the fourth quarters of fiscal years 2026 and 2027, respectively, which payments represent substantial ongoing payment obligations.
The table below presents our cash flows:
(in thousands)
Cash flows used in operating activities
Cash flow from (used in) investing activities
Cash flow used in financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
143,891
(132,248
Operating Activities
Net cash used in operating activities of $31.0 million during the six months ended June 30, 2026 was primarily used for payment of payroll and related expenses, professional services, and costs related to restructuring efforts, offset by interest received from banks.
Net cash used in operating activities of $50.6 million during the six months ended June 30, 2025 was primarily used for payment of payroll and related expenses, rental fees and maintenance, travel and other miscellaneous expenses, offset by interest received from banks and the accrual of litigation and transaction related costs for the Desktop Metal and Markforged acquisitions.
Investing Activities
Net cash from investing activities of $170.5 million during the six months ended June 30, 2026 was primarily due to the maturity of long term deposits (investments) being reinvested in short term deposits to maximize available liquidity and are classified as cash and cash equivalents on the condensed consolidated balance sheets. In addition, proceeds of $2.0 million from the sale of AME assets were received in the second quarter of 2026.
Net cash used in investing activities of $78.3 million during the six months ended June 30, 2025 due to the purchases of Desktop Metal and Markforged in April 2025, partially offset by the change in bank deposits used to finance the acquisitions.
Financing Activities
Net cash used in financing activities was immaterial for the six months ended June 30, 2026 and 2025.
Discontinued Operations
Net cash used in discontinued operations is related the activity of Desktop Metal for the period from acquisition in April 2025 through June 30, 2025.
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Share Repurchase
In January 2025, our board of directors authorized a repurchase plan, or the $150 million Repurchase Plan, allowing us to invest up to $150 million to repurchase ADSs from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors. During 2025, 14.4 million shares were repurchased under the $150 million Repurchase Plan. As of the date hereof, no shares have been repurchased during 2026.
Current Outlook
To date, we have not achieved profitability and have sustained net losses in every fiscal year since our inception, and we have financed our operations primarily through proceeds from issuance of our Ordinary Shares, warrants and convertible notes. Our primary requirements for liquidity and capital resources are to finance working capital, capital expenditures and general corporate purposes.
We believe we will continue to incur operating losses and negative cash flows in the near-term as we continue to invest in our business, in particular across our research and development efforts and sales and marketing programs. Nevertheless, we believe that our current resources will be sufficient to meet our business needs for at least the next 12 months and into 2027.
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned. Our future capital requirements will depend on many factors, including:
Non-GAAP Metrics
EBITDA is a non-GAAP measure and is defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization. We believe that EBITDA should be useful in evaluating the performance of our business and operations. EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively) and EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors, securities analysts and other interested parties to measure a company’s operating performance without regard to the items mentioned above.
Adjusted EBITDA and operating expenses are non-GAAP measures and are defined as earnings before interest income and expense, income tax (benefit) expense, depreciation and amortization, share-based compensation expense, exchange rate differences, finance expenses (income) for revaluation of assets and liabilities, Desktop Metal litigation related expenses, Desktop Metal and Markforged transaction related expenses, restructuring costs, impact of deconsolidation, impairment losses, litigation settlements and step-up amortization from purchase accounting. We believe that Adjusted EBITDA and operating expenses, as described above, should also be useful in evaluating the performance of our business. Like EBITDA, Adjusted EBITDA facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting other financial expenses (income), net), and the age and depreciation charges and amortization of fixed and intangible assets, respectively (affecting relative depreciation and amortization expense, respectively), as well as from share-based payments, restructuring costs, impairment losses, and step-up amortization from purchase accounting. Adjusted EBITDA and operating expenses are useful to an investor in evaluating our operating performance because it is widely used by
34
investors, securities analysts and other interested parties to measure a company’s operating performance without regard to non-cash items, such as expenses related to share-based payments.
EBITDA, Adjusted EBITDA, and Adjusted gross profit can be useful in evaluating our performance by eliminating the effect of financing and non-cash expenses such as share-based payments, however, we may incur such expenses in the future, which could impact future results. In addition, other companies, including companies in our industry, may calculate non-GAAP metrics differently or not at all, which may reduce the usefulness of this measure as a tool for comparison.
The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:
(In thousands)
1,704
1,936
4,136
2,510
Interest expense
221
Interest income
(3,804
EBITDA (loss)
(8,533
(15,110
(79,194
(49,370
Finance (income) expenses from revaluation of assets and liabilities
(3,098
(8,363
(2,958
(6,724
Adjusted EBITDA (loss)
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In the ordinary course of our operations, we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates.
Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes to our market risk exposures since December 31, 2025. For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures About Market Risk”, included in Part II, Item 7A, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on March 31, 2026.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Management, including our Interim Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weakness in internal control over financial reporting described below.
Material Weakness in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In April 2025, we completed our acquisitions of Desktop Metal, Inc. (“Desktop Metal”) and Markforged Holding Corporation (“Markforged”) (collectively the “Acquisitions”). In July 2025, we disposed of Desktop Metal. We are in the process of evaluating the existing controls and procedures of Markforged and integrating Markforged into our internal control over financial reporting. In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for one year following the date on which the acquisition is completed, we have excluded Markforged from our evaluation of the internal control over financial reporting. The excluded business, excluding goodwill and intangible assets of $40.3 million and $19.4 million which are included in the scope of the assessment, constituted approximately 15% of total assets and 53% of revenues as of and for the year ended December 31, 2025.
Based on this assessment, our CEO and CFO concluded that the Company did not maintain sufficient resources with an appropriate level of accounting knowledge, training and experience in the accounting for business combinations and discontinued operations to fulfill our responsibilities with respect to internal control over financial reporting. As a result, we did not design and operate effective process level control activities related to the accounting and disclosure for the Acquisitions, including valuation of certain acquired intangible assets, and discontinued operations of Desktop Metal.
Remediation Plan for Material Weakness
Management, with the oversight of the Audit Committee, is currently taking actions to remediate the material weakness and is designing and will implement additional processes and controls to address the underlying causes associated with the material weakness described above. We have begun the process to remediate the material weakness and will continue our efforts through fiscal 2026. The remediation efforts include:
The material weakness identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.
Changes in Internal Control over Financial Reporting
Except for the remediation changes that are being implemented, as described above, no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
From time to time, we are subject to certain legal proceedings, claims and disputes that arise in the ordinary course of our business. Although we cannot predict the outcomes of these legal proceedings, these actions, in the aggregate, could have a material adverse impact on our financial position, results of operations or liquidity. A description of our legal proceedings is included in "Item 1. Financial Statements, Note 12. Commitments and Contingencies," and is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the Company's risk factors since our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. Exhibits
The exhibits filed with or incorporated into this Quarterly Report are listed below.
Exhibit
Description
31.1*
Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a) of the Securities Exchange Act of 1934, filed herewith.
31.2*
Certification of the Chief Financial Officer pursuant to Rule 13a‑14(a) of the Securities Exchange Act of 1934, filed herewith.
32.1*+
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, furnished herewith.
32.2*+
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, furnished herewith.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Exhibits filed herein. All exhibits not so designated are incorporated by reference to a prior filing, as indicated.
+ This certification will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Nano Dimension Ltd.
Date: August 6, 2026
By:
/s/ Moshe Rozenbaum
Moshe Rozenbaum
Interim Chief Executive Officer
(Principal Executive Officer)
/s/ John Brenton
John Brenton
Chief Financial Officer
(Principal Financial and Accounting Officer)